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Redefine Income Fund Limited - Rights Offer Announcement
REDEFINE INCOME FUND LIMITED
(Registration No. 1999/018591/06)
Share Code: RDF & ISIN Code: ZAE000023503
("Redefine")
RIGHTS OFFER ANNOUNCEMENT
Unitholders are referred to the announcement published on SENS on 4 April
2006 in terms of which they were advised that the board of directors has
resolved to raise up to R331 711 370 by the issue of an additional 53 501
834 Redefine linked units by implementing a rights offer (the "rights
offer").
SALIENT TERMS OF THE RIGHTS OFFER
The rights offer is being made on the following bases:
- Linked unitholders will be offered 10.69 new Redefine linked units
("rights units") for every 100 Redefine linked units held as at the
record date for participation in the rights offer, on the terms and
conditions set out in a circular to be posted to unitholders (the
"circular"). Fractions of new linked units will not be allotted, each
qualifying linked unitholder"s entitlement being rounded to the
nearest whole number of new linked units.
- The rights units are available for subscription at a price of R6,20
each (included in which is a distribution clawback of 7 cents in
respect of the distribution for the period 1 March 2006 to 31 May
2006, full details of which are included in the circular), payable in
full on acceptance by certificated linked unitholders, or on a deliver
versus-payment basis by the CSDP or broker of dematerialised linked
unitholders in Rands.
- The rights offer will not be underwritten.
- Linked unitholders will be entitled to apply for additional linked
units in excess of their entitlement. To the extent that there are
excess linked units available, the pool of excess linked units will be
allocated on an equitable basis.
Upon their issue, the new linked units to be allotted pursuant to the
rights offer will be listed and will rank pari passu in all respects with
the existing issued linked units, including the right to receive in full
all distributions thereafter declared.
CONDITIONS
The rights offer is conditional upon the approvals of the requisite
regulatory authorities and the rights offer circular and letters of
allocation being registered with the Registrar of Companies.
UTILISATION OF PROCEEDS OF CAPITAL RAISING
The additional capital raised by Redefine pursuant to the rights offer will
be utilised to fund further acquisitions that will complement the quality
of Redefine"s real estate portfolio.
FINANCIAL EFFECTS
The pro forma historical financial effects of the rights offer on the
historical earnings, headline earnings, net asset value and tangible net
asset value per Redefine linked unit are set out below. The pro forma
financial information, including the assumptions on which it is based and
the financial information from which it has been prepared, is the
responsibility of the directors of Redefine. The financial effects have
been prepared for illustrative purposes only to provide information on how
the rights offer may have impacted on Redefine. Because of their nature,
the pro forma financial effects may not give a fair reflection of
Redefine"s financial position after the rights offer, or the effect thereof
on future earnings.
Pro forma Pro forma Change
before the after the %
rights rights
offer offer
Earnings per linked unit 159.81 (1) 147.34 (2) (7.80)
Headline earnings per 20.90 (1) 21.84 (2) 4.52
linked unit
Distribution per linked 20.90 (1) 21.84 (2) 4.52
unit
Net asset value per linked 581.87 (1) 585.43 (2) 0.61
unit
Net tangible asset value 581.87 (1) 585.43 (2) 0.61
per linked unit
Notes and assumptions:
1. The figures set out in the "before rights offer" column above have
been extracted from the reviewed financial results of Redefine for the
six month period ended 28 February 2006.
2. The following assumptions have been made:
- The rights offer was implemented on 31 August 2005 for earnings
and headline earnings per linked unit purposes and on 28 February
2006 for net asset value and net tangible asset value per linked
unit purposes.
- The proceeds of the rights issue were utilised to reduce
borrowings at rates of between 9.84% and 10.06% throughout the
period.
CIRCULAR
A circular setting out full terms and conditions of the rights offer,
together with a letter of allocation, will be posted to linked unitholders
in accordance with the timetable published on SENS on 4 April 2006.
Rosebank
10 April 2006
Corporate and legal advisor
Java Capital (Proprietary) Limited
Sponsor
Java Capital (Proprietary) Limited
Reporting accountants
PKF (Jhb) Inc
Date: 10/04/2006 05:01:50 PM Produced by the JSE SENS Department
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